Guosen Securities(SZ:002736) Zheng Quan Zhi Xing·2025-08-27 14:16Summary of Key Points Core Viewpoint - The independent financial advisor, First Capital Securities, provides an opinion on the asset transfer related to the share issuance by Guoxin Securities for the acquisition of Wanhe Securities, confirming compliance with relevant laws and regulations [1][16]. Group 1: Transaction Overview - The transaction involves Guoxin Securities issuing A-shares to acquire 96.08% of Wanhe Securities from several shareholders, including Shenzhen Capital and Kunpeng Investment [5][8]. - The total transaction price is set at approximately 5.19 billion yuan [6][11]. - The main business of Wanhe Securities includes investment banking, securities brokerage, and asset management [6]. Group 2: Asset Valuation - The asset valuation is based on an assessment report from Zhonglian Asset Appraisal Group, with the market value of Wanhe Securities' total equity estimated at approximately 540.37 million yuan as of June 30, 2024 [8][11]. - The assessment confirms that there is no impairment of the asset value, ensuring no adverse impact on the transaction [9][11]. Group 3: Issuance Details - The issuance price for the shares is determined to be 8.25 yuan per share after adjustments for dividends [12][14]. - A total of 629,313,683 shares will be issued to the transaction counterparties [14]. - The shares issued will be subject to a 12-month lock-up period post-issuance [15]. Group 4: Regulatory Compliance - The transaction has fulfilled all necessary decision-making and approval procedures as required by the Company Law and Securities Law [16]. - The asset transfer has been completed legally and effectively, with Guoxin Securities now holding 96.08% of Wanhe Securities [17]. Group 5: Future Actions - Subsequent actions include applying for share registration and listing, as well as amending the company's articles of association [17]. - The company will also fulfill its information disclosure obligations as part of the transaction process [17].